Chapter One: The General Commission
Article 1: The General Commission Formation and Meetings:
- The name of this non-union, non-profit organization shall be ISACA-Lebanon Chapter, a chapter affiliated with the Information System Audit and Control Association (herein referred to as the “Association”).
- The General Commission is formed up of all members effectively subscribed to the chapter and paying their subscription fees.
- The General Commission should assemble every year in order to review the work of the Administrative Commission, to approve the previous year’s financial reports and to discuss any issues as per the request of the Administrative Commission or any other party. This assembly should be called the Annual General Meeting (AGM), and should be held at least once a year. The AGM would normally be held on the first Saturday of April each year unless otherwise noted by the Administrative Commission. It may hold Extraordinary General Meetings (EGMs) if the Administrative Commission or 10% of the members of the General Commission request this matter.
- The Commission Secretary should take minutes of the meetings for all the General Commission meetings. Minutes should be signed by the President, Vice-president, Treasurer and the Commission Secretary.
- The Commission Secretary should send invitations to the General Commission meetings in writing and via email accompanied by the meeting agenda at least two weeks before meeting date. In addition the invitation should be published in a local newspaper
- The meeting of the General Commission is considered legal in the presence of minimum 10% of the members, who have paid their annual membership fees, at least one month before the date of the meeting. If the quorum was not achieved then the meeting shall be postponed for one week keeping the same day, time and place. This meeting shall not require above stipulated quorum.
Article 2: The Authority of the General Commission
- Election of the members of the Administrative Commission by secret voting
- The hearing of reports submitted by the Administrative Commission, the discussion of performed works, and projects prepared for execution and express its opinion in their regard.
- The submission of proposals and recommendation to the Administrative Commission.
- The discussion of the local chapter’s balance sheet, statement of account and expenses, and the sanction of the settlement of the previous year’s account.
- Approval of any change or alteration in the constitution or bylaws. This approval shall require consent of two thirds of those present from The General Commission.
- Appointment of a member of the Administrative Commission (excluding the Treasurer and the Accountant) as an Auditor to audit the chapter accounts and report to the General Commission at the AGM.
Chapter Two: The Administrative Commission
Article 3: The Administrative Commission
- The Administrative Commission is formed of eight members who are elected by those present in the General Commission by secret voting and Immediate Past-President for a total of nine members. Altering the number of Administrative Commission positions is only accomplished by a change in the chapter bylaws and constitution and shall never be less than three.
- The Administrative Commission is formed up of: President, Immediate Past-President, Vice-President, Secretary, Treasurer, Accountant and other committee members, except an Immediate Past-President does not exist until the first President is retired from the position.
- Four members of the Administrative Commission shall constitute a quorum.
- Several special committees can be formed by the Administrative Commission. These committees should work under the supervision of the Administrative Commission and under the custody of the General Commission.
Article 4: The Elections of The Administrative Commission:
The Administrative Commission is elected according to the following rules:
- The term of the Administrative Commission is two years, as of the date of its selection. However, the founder’s term as an Administrative Commission is one year as of the date of the local chapter’s permit.
- The Administrative Commission announces the elections date at least two months before its term expiry. The election process should be supervised by the election committee, and government representative if appropriate.
- After the submission of the nomination applications, the applications shall be studied by the Election Committee for acceptance or rejection depending upon the criteria declared in the election notification. Amongst the other criteria payment of membership dues and non-completion of stipulated term as per these by-laws are essential criteria. The election committee must stipulate the reasons for rejection, if any. The Election Committee declares the initial list of names of the legal candidates from amongst the nominations received, at least two weeks before the elections date, in a statement that must be posted on the door of the local chapter office and announced in writing and via email to all members of The General Commission. Objections to the list can be accepted up till 7 days before the elections date, with the remaining list to be considered final.
- The results of the elections shall be declared immediately as soon as the votes are counted. The candidates who obtain the highest number of votes shall be considered elected. For the completion of the quorum of the election session it is stipulated that minimum 10% of general members, who have paid their annual subscription fees, one month before the elections date, be present.
- In case of equality of votes, second round voting should be held for the position of tie. In unlikely position of second tie the current president will have casting vote.
- Immediately after the declaration of the results, the elected members meet and elect in secret voting a President, Vice-President, Secretary, Accountant, Treasurer and special committee members. The outgoing president assumes the post of Immediate Past President and remains in the Administrative Commission.
- If any post in the Administrative Commission becomes vacant for any reason, replacements should be proposed and elected by members of the Administrative Commission, if the term of that Administrative Commission post expires more than six months from the vacancy, except the post of Secretary as specified in article 7.3. Additionally, if the post of Immediate Past President becomes vacant, it will remain vacant until the next election when a new President takes office.
- If more than half of the Administrative Commission posts vacate, then the Administrative Commission shall be considered resigned in its totality and an EGM will be convoked within two months for the purpose of elections as per the election process defined in these bylaws.
Article 5: The Meetings of The Administrative Commission:
- The Administrative Commission holds ordinary meetings when needed, with a minimum of four times annually.
- The meetings are considered legal, with an achieved quorum, if a majority of the elected members are present.
- The meetings should be started by the recitation and approval of the previous meeting’s minutes and the signature of that meeting’s minutes.
- The decisions of the Administrative Commission should be taken by the approval of the majority of the attendees. In case of equality of votes, the vote of the President shall be final.
- The Secretary should organize minutes for the meeting in which all the discussions and the decisions are logged. The minutes should be signed by the Secretary and President.
Chapter Three: The Powers of The Administrative Commission
Article 6: The President Power:
- Assumes the presidency of the local chapter and leader of both the Administrative Commission and General Commission. The President heads the chapter meetings and supervises the Commission’s work.
- Represents the local chapter to the private and public bodies.
- Signs on behalf of the Administrative Commission, except for getting and giving loans and opening and closing bank accounts, for which he needs the signature of the treasurer, and only after the Administrative Commission has voted its approval of the issue.
- Hire the employees for Chapter work as approved by the Administrative Commission
- He is entitled to convoke the Administrative and General Commissions to extraordinary meetings according to Article 1, Point 3 of these bylaws.
- The President can delegate some of his authorities to the Vice-President and ask him to perform certain tasks based on a written delegation.
Article 7: The Vice-President Power:
- Replaces the President during his absence for any reason and has all his privileges
- The Vice-President replaces the President in case of his resignation or inability of exercising his authorities or his death until new elections take place, if the remaining period of the President’s term doesn’t exceed 6 months, else the Vice-President should invite the Administrative Commission to an urgent meeting to elect a new President.
- The Vice-President replaces the Secretary in case of his absence for a period not exceeding one month, else the Administrative Commission members should elect a new Secretary in case of the old Secretary leaves the commission for any reason.
Article 8: The Secretary Power:
- Keeps the record of the minutes of meetings and decisions made by the Administrative and General Commission.
- Receives the in-coming correspondences, submits them to the President and drafts and sends replies to them.
- Addresses convocations and notifies the decisions of the local chapter to the concerned people.
- Replaces the treasurer in his absence, else the Administrative commission members should elect a new treasurer in case the old treasurer leaves the commission for any reason when there are more than six months before the next election.
Article 9: The Treasurer:
- Charged with all the movable and immovable properties of the local chapter, and he is considered responsible jointly with Accountant for their maintenance, inventory and protection.
- Collects fees from the members according to receipts with counterfoils.
- Assists in setting the financial policy of the local chapter.
- Considered a permanent member in the financial committee.
- Assumes the collection of all funds and in-coming transfers, cheques, donations and securities for the local chapter. He should deposit them in specific bank account within three working days.
- Sets the general budget for the local chapter.
- Works with the Accountant on controlling the finance of the local chapter and in preparing the yearly budget.
Article 10: The Accountant:
- Supervises the control of the finance of the local chapter.
- Responsible for the daily accounting work.
- Assists the Treasurer in preparing the inventory of all the movable and immovable properties of the local chapter and is jointly responsible for maintenance and protection of these properties.
- Considered a permanent member in the financial committee.
Article 11: The Committees:
- The Administrative Commission has the right to get the help of any active members in order to form special committees specialized for achieving certain specified goals in such a way that each committee is formed up of at least three members. A member can participate in more than one committee.
- The Administrative Commission should choose the members of the committee by secret voting from within the General Commission members. Each committee should directly elect a chair and a secretary from within the members of committee. At least one member of Administrative Commission should be member of committee, except financial committee as per articles 9.4 and 10.4.
- A sub-committee may be formed under a specific committee if needed for a limited period that should end as soon as this sub-committee ends the task that was assigned to it by the committee.
- Each committee should prepare and study each project that it proposes or that is assigned to it within the limits and specialty that were defined by the Administrative Commission. The committee will also work on the project execution and reports its activities to the Administrative Commission.
- The President can invite the committees and their members to the meetings of the Administrative Commission if needed in order to review the work progress and get their feedback.
Chapter Four: Local Chapter Finance
Article 12: Subscription Fees:
- The annual Chapter portion of the subscription fees is US$35 for each member, in addition to the ISACA Association dues and new member fees as applicable. The General Commission can change the chapter dues amount with the approval of the majority of its members.
- The subscription fees cover the year starting January 1st and ending December 31st inclusive of the two dates.
- Members joining between June 1st and August 31st will pay half-year dues (half of the annual chapter dues rate).
- Members joining between September 1st and December 31st will pay full chapter dues for remaining period current year and next year. (In other words there will not be any dues for September 1st and December 31st of current year, for new members)
- The subscription fees should be paid on or before the 31st of January from each year.
Article 13: Funds Spending:
- The Administrative Commission should set the financial strategy of the local chapter with the help of the financial committee and it should supervise the spending of its returns.
- No money can be spent from the local chapter’s funds except according to a decision made by the Administrative Commission. In case of emergency, the President of the local chapter is entitled to spend a sum not exceeding 500,000LP which needs to be approved by Administrative Commission subsequently. Any expenditure larger than 500,000 LP requires authorization by the Administrative Commission prior to the expense being made.
- The Treasurer is not entitled to pay any sum out of the finance of the local chapter, except according to a payment order, signed by the President and the Accountant, showing the reason of this spending and the proper approval of the Administrative Commission if appropriate.
- The local chapter funds shall be deposited in a bank. Any withdrawal of this money should be done under joint signatures of two authorized signatories. The President or the Treasurer should be one of these two signatories, in accordance with the articles 7.2, 7.3 and 8.4, with the approval of the Administrative Commission.
Chapter Five: Resignation, Penalties, Bylaws Amendment
Article 14: Resignation:
- Any member of the Administrative Commission that stops meeting any of the membership conditions, or that doesn’t attend three consecutive meetings for the Administrative Commission without a valid excuse shall be considered resigned from the Administrative Commission
- Any member in the Administrative Commission or any of the Committees can resign via a written resignation submitted to the Administrative Commission.
Article 15: Penalties:
- If a member of the Administrative Commission (including the President) commits an act susceptible of morally or materially harm the Association or local chapter, or if abuses his powers, then he will be referred by a decision made by the Administrative Commission by secret voting except the accused member, to a disciplinary board, formed up of five members two of which are members from the Administrative Commission and the rest from the General Commission, to look into the accusation and the appropriate discipline and to prepare proposals in this regard to be submitted to the Administrative Commission. This disciplinary board shall be selected by vote of the Administrative Commission, excluding the vote of the accused member.
- Disciplinary actions can include, among other recourses, barring a member for a certain period of time from holding a chapter office, serving on a committee, or attending meetings. In the most extreme case, the disciplinary board can make a formal recommendation to the ISACA International Board of Directors to expel a member from ISACA. Expulsion of a member from the chapter is not one of the recourses available as membership to the Chapter and to the International Association are co-extensive.
- The General Commission shall decide about this matter in an Extraordinary General Meeting that is called within two weeks, as per Article 1.3, and shall be based on the decision of the majority of the attendees. The accused member is entitled to present his case before the General Commission.
Article 16: Bylaws Amendment
- The General Commission with a majority of 2/3 of its members has the right to amend these bylaws according to the proposals of the Administrative Commission, or the proposal of 20% of the members of the General Commission.
- The Administrative Commission is in charge of publishing and executing these bylaws.
Article 17: Dissolution
To effect dissolution of the chapter, these bylaws must be rescinded by a two-thirds (2/3) vote of the chapter membership (General commission) after two weeks’ notice has been mailed to each member. In the event of dissolution, the current President shall notify the Chief Executive Officer of the Association, in writing, indicating the reason(s) for dissolution and shall return the chapter charter and any other chapter or Association documents to the Association’s International Headquarters. All net assets shall go to a welfare, education or civic project designated by the chapter membership, pursuant to Lebanon governing code with the approval of the Association's International President and Chief Executive Officer